Contributor License Agreement

Thank you for your interest in contributing to Caro, a safety-first Rust CLI tool for converting natural language to shell commands using local LLMs.

This Contributor License Agreement (“Agreement”) is based on industry-standard CLAs and has been adapted for the Caro project to enable both open source and commercial distribution.

How to Sign This CLA

By commenting “I have read the CLA Document and I hereby sign the CLA” on your pull request, you indicate your acceptance of this Agreement and all its terms and conditions.

Terms and Conditions

1. Definitions

“You” (or “Your”) means the copyright owner or legal entity authorized by the copyright owner that is entering into this Agreement.

“Project” (or “We” / “Us”) means the Caro Project, currently maintained by @wildcard. When a company is established, this will be replaced by the legal entity name (e.g., “Caro Inc.” or similar).

“Contribution” means any original work of authorship, including any modifications or additions to existing work, that is intentionally submitted by You for inclusion in, or documentation of, Caro or any of the products owned or managed by the Project (the “Work”). For purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the project or its representatives, including but not limited to:

Code submitted via pull requests
Issues and comments on GitHub
Documentation and design proposals
Communications on mailing lists or discussion forums

Communications that are conspicuously marked or otherwise designated in writing by You as “Not a Contribution” are excluded.

“Dual Licensing” means the practice of distributing software under two or more different licenses simultaneously, typically an open source license and a commercial/proprietary license.

2. Grant of Copyright License

Subject to the terms and conditions of this Agreement, You hereby grant to the Project and to recipients of software distributed by the Project a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to:

Reproduce Your Contributions
Prepare derivative works based on Your Contributions
Publicly display Your Contributions
Publicly perform Your Contributions
Sublicense Your Contributions under any license terms (including both open source and proprietary licenses)
Distribute Your Contributions and derivative works under any license the Project chooses

Important: This grant is not limited to any specific open source license. the Project may distribute Your Contributions under:

The GNU Affero General Public License v3.0 (AGPL-3.0) for community/open source distribution
Commercial/proprietary licenses for enterprise customers
Any other license terms the Project deems appropriate

You retain copyright ownership of Your Contributions, but grant the Project the rights described above.

3. Grant of Patent License

Make the Work containing Your Contributions
Use the Work containing Your Contributions
Offer to sell the Work containing Your Contributions
Sell the Work containing Your Contributions
Import the Work containing Your Contributions
Otherwise transfer the Work containing Your Contributions

This license applies to:

Patent claims licensable by You that are necessarily infringed by Your Contribution(s) alone, OR
Patent claims necessarily infringed by the combination of Your Contribution(s) with the Work

Patent License Termination: If any entity institutes patent litigation against You or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that Your Contribution, or the Work to which You have contributed, constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this Agreement for that Contribution or Work shall terminate as of the date such litigation is filed.

4. Copyright Assignment (Optional Enhancement)

For maximum flexibility, You may optionally choose to assign full copyright ownership of Your Contributions to the Project. This is not required but simplifies legal administration.

If You choose to assign copyright, You agree to execute a separate Copyright Assignment Agreement provided by the Project.

Benefits of assignment:

Simplified legal management
Clearer ownership structure
Faster response to legal challenges
Recognition as a significant contributor

5. Legal Authority and Employer Rights

You represent that You are legally entitled to grant the above licenses.

If Your employer has rights to intellectual property that You create that includes Your Contributions, You represent that:

You have received permission from Your employer to make Contributions on behalf of that employer, OR
Your employer has waived such rights for Your Contributions to Caro, OR
Your employer has executed a separate Corporate Contributor License Agreement with the Project

Employment Note: Many employment contracts include intellectual property clauses. If you created the Contribution during work hours or using employer resources, you may need employer approval.

6. Original Creation

You represent that each of Your Contributions is Your original creation (see section 8 for submissions on behalf of others).

You represent that Your Contribution submissions include complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which You are personally aware and which are associated with any part of Your Contributions.

7. Support and Warranties

You are not expected to provide support for Your Contributions, except to the extent You desire to provide support. You may provide support for free, for a fee, or not at all.

Unless required by applicable law or agreed to in writing, You provide Your Contributions on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation:

Warranties of title
Warranties of non-infringement
Warranties of merchantability
Warranties of fitness for a particular purpose

8. Third-Party Works

Should You wish to submit work that is not Your original creation, You may submit it to Caro separately from any Contribution, identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which You are personally aware, and conspicuously marking the work as:

“Submitted on behalf of a third-party: [named here]“

9. Notification Obligation

You agree to notify the Project of any facts or circumstances of which You become aware that would make these representations inaccurate in any respect.

Dual Licensing Strategy

Why Dual Licensing?

Caro employs a dual licensing strategy to:

Support the Open Source Community: Provide free access to Caro under AGPL-3.0 for individuals, open source projects, and community use
Enable Enterprise Adoption: Offer commercial licenses for organizations that:
- Cannot comply with AGPL-3.0 requirements
- Need proprietary modifications
- Require enterprise support and SLAs
- Want to integrate Caro into proprietary products

What This Means for Contributors

By signing this CLA, You acknowledge and agree that:

Your Contributions will be available under AGPL-3.0 for community use
the Project may also distribute Your Contributions under commercial licenses to enterprise customers
You will not receive royalties or payment for commercial use (contributions are voluntary)
You retain attribution - Your contributions will be credited in both open source and commercial distributions
The open source version remains free - AGPL-3.0 distribution continues regardless of commercial licensing

Community Transparency

the Project commits to:

Maintaining AGPL-3.0 availability: The community version will always remain available under AGPL-3.0
Contributing improvements back: Enterprise features that improve core safety will be contributed to the open source version
Transparent governance: Clear documentation of what’s open source vs. commercial
Community recognition: Contributors will be acknowledged in both versions

Enterprise Features (Separate from Core)

Enterprise licensing typically covers features like:

Remote model runners for organizational deployments
Security dashboards showing terminal usage across the organization
Centralized policy management for command safety rules
Audit logging and compliance features
SSO/LDAP integration for enterprise authentication
Priority support and SLAs

The core command generation and safety validation remain open source under AGPL-3.0.

Contributor Recognition

the Project values all contributions and commits to:

Attribution in both versions: Your name in CONTRIBUTORS.md for both open source and commercial distributions
Changelog recognition: Major contributions highlighted in release notes
Public acknowledgment: Recognition on project website and social media
Career benefits: Contributions visible to employers and the community
Path to maintainership: Active contributors may be invited to join the core team

Questions About This CLA?

Common Questions

Q: Why does Caro need a CLA that allows dual licensing? A: To sustain long-term development and support, we need a business model. Dual licensing allows us to offer Caro for free to the community while generating revenue from enterprise customers.

Q: Will my contributions be used in proprietary software? A: Your contributions may be included in commercial/enterprise versions of Caro distributed under proprietary licenses to enterprise customers. However, the AGPL-3.0 version remains freely available.

Q: Do I get paid if my code is used commercially? A: No. All contributions are voluntary and unpaid. However, you receive attribution and the benefits of contributing to a widely-used, professionally-maintained project.

Q: Can I revoke my contributions? A: No. The license grant is irrevocable. Once contributed, the Project has permanent rights to use your contribution under the terms of this agreement.

Q: What if I don’t want my code used commercially? A: If you cannot agree to these terms, please do not contribute. We respect your choice, but we cannot accept contributions under different terms.

Q: Will the open source version be abandoned? A: No. We commit to maintaining the AGPL-3.0 version and contributing improvements back to it. The community version is core to our mission.

Q: Can I still use Caro for free? A: Yes! The AGPL-3.0 version is and will always be free for individuals, open source projects, and any use that complies with AGPL-3.0 terms.

Q: Who owns the copyright to my contributions? A: You retain copyright ownership. You grant the Project a perpetual, irrevocable license to use your contributions under any license terms (including commercial).

Q: What about my employer’s intellectual property? A: If you created the contribution during work hours or using employer resources, you may need employer approval. See section 5 for details.

Need More Information?

General questions: GitHub Discussions
Legal concerns: Email legal@caro.sh
CLA-specific questions: Open an issue with the cla label

Legal Review

Important: This is a legally binding agreement. If you have concerns or questions about the legal implications:

Consult with your own legal counsel
Review your employment contract for IP clauses
Understand your rights and obligations before signing

Version: 2.0 Last Updated: December 30, 2025 License: This CLA is based on industry-standard CLAs including Apache Foundation’s ICLA Managed by: Caro Project (@wildcard) - Placeholder until company establishment Project: Caro (https://github.com/wildcard/caro)

Signature

By commenting “I have read the CLA Document and I hereby sign the CLA” on your pull request, you:

Confirm you have read and understood this entire agreement
Agree to all terms and conditions herein
Represent that you have legal authority to enter into this agreement
Grant the licenses and rights described above
Acknowledge the dual licensing strategy

Your signature is binding and irrevocable.